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Simultaneous Sign And Close Merger Agreement


If the signature and conclusion are simultaneous, the contract would generally include contractual provisions, representations, compensation provisions (unless the objective is public) and a boiler platform, as well as any obligation after the conclusion. I remember that one day someone suggested that, even in the event of a signature and closure, it is better to use a futures structure, because it is useful for the contract to contain a list of completion conditions – in this context, it means a list of (1) of everything that should be available before the parties sign, and (2) all the items that need to be exchanged at the time of signing. But you can incorporate this type of list without imposing a delayed closing structure on the contract. Historically, closures have taken place in person with representatives of both parties and their lawyers. However, it is customary to conclude closures by phone, fax, e-mail and/or transfer without personal encounter. Nevertheless, closures are still ongoing and some transactions, including transactions involving the sale of real estate, require that certain documents be signed in person. Transactions generally follow either the final accounts or the locking mechanism. In addition to possible adjustments in purchase prices, the decisive difference is the timing of the economic transfer. It may be retroactive to a given date before the signing or at the time of closing.

In a lockdown mechanism, the buyer proposes a purchase price based on a historical balance sheet (the «blocked boxing balance sheet»). This means that the economic transmission of the business – that is, the point at which the buyer is entitled to the profit and loss of the business – is retroactive before signing. For the professionals of the M-A, signing and closing are the most important steps in a transaction. While buyers and consultants are working on a large number of agreements at the same time, not all of them are concluded. This may be due to fierce competition or simply to the fact that buyers and sellers cannot meet their expectations. However, signatures below an official sales contract are the first decisive milestone, since the signed contract shows the agreed contractual terms. In addition, it is quite difficult for both parties to get rid of the agreement. Although signing and closing can be done at the same time, there is often a gap of several months between the two. In the event of a delay, the purchaser generally requires an officer`s certificate in which an official of the target company certifies, with respect to the operational agreement, that the assurances and guarantees are true and correct from the date of the conclusion, that all agreements and agreements have been complied with and that all the conditions of the conclusion are met.